TIDMAOGL
RNS Number : 3361F
AIM
16 November 2020
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Helium One Global Ltd ("Helium One" or the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Office:
P.O. Box 957
Offshore Incorporations Centre
Road Town
Tortola, BVI
Business address:
Second Floor,
7-9 Swallow Street,
London,
W1B 4DE
COUNTRY OF INCORPORATION:
British Virgin Islands (BVI)
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
www.helium-one.com
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Helium One was incorporated in September 2015 with the purpose
actively to pursue the exploration, commercial development
and monetisation of helium gas composition within the Tanzanian
Rift (Eastern Tanzania).
The Company, through its Tanzanian subsidiaries, holds a 100%
interest in 18 licences (the 'Priority Licences') covering
an area of 4,512km(2) with an Unrisked Prospective Helium Resource
(2U) of 138Bcf (SRK 2019). The Company has spent US$8.25m on
exploration, assessment and related activity to date and is
now drill ready.
The Company intends to use the net cash proceeds following
Admission primarily for an infill 2D seismic survey followed
by a drilling programme consisting of 3 wells over the Priority
Licences hopefully to prove the existence of Helium on the
licences.
Helium One is a BVI company which wholly owns 3 Tanzanian Subsidiaries
which in turn hold the licences.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
Number of ordinary shares of no par value ("Ordinary Shares")
for which Admission is being sought: 496,893,111
There are no restrictions as to the transferability of the
Ordinary Shares.
The issue price of the new Ordinary Shares is 2.84 pence (the
"Placing Price").
No Ordinary Shares are or will be held in treasury on Admission.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on Admission: GBP6million
Anticipated market capitalisation on Admission GBP14.1 million
(at the issue price of 2.84p)
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
22.30%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Jon Ian Stalker, Chairman
David James Minchin, Chief Executive Officer
Russel Edwin Swarts, Finance Director
Robin Jonathan Eckford Birchall , Non-Executive Director
Sarah Cope, Senior Independent Non-Executive Director
James Nicholas Smith, Independent Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
At the On
date of Admission
this % of
Document Enlarged
% of Ordinary
Existing No. of
No. of Share
Share
Name Shares Capital Shares Capital
Scirocco Energy
PLC 21,297,388 11.71% 21,297,388 4.29%
Neil Herbert(1) 15,804,521 8.69% `20,716,036 4.17%
John Ian
Stalker(2) 10,060,120 5.53% 10,447,443 2.10%
Comek Petrogas
Limited 9,813,968 5.40% 9,813,968 1.98%
Thomas Harvey
Abraham-James 8,919,551 4.91% 8,919,551 1.80%
Mosspenny (UK)
Ltd 8,502,971 4.68% 8,502,971 1.71%
Jonathan Mark
Taylor 7,418,783 4.08% 7,418,783 1.49%
Alan Stein 6,824,497 3.75% 6,824,497 1.37%
Charles Ainslie
Wood 6,479,642 3.56% 6,479,642 1.30%
Joshua
Bluett(3) 6,364,351 3.50% 6,364,351 1.28%
Oberon
Investments
Limited
(on behalf of
discretionary
clients)(4) 6,279,000 3.45% 19,642,708 3.95%
John Geoffrey
Bolitho 4,000,000 2.20% 18,788,732 3.78%
Sebastian
Marr(5) 2,850,877 1.57% 20,762,564 4.18%
Notes
(1) Neil Herbert is the beneficiary of Cambrian Limited and
Huntress (CI) Nominees Limited through which he holds his interest
in the Company
(2) John Ian Stalker holds his shares through Fidcus Limited
and Promaco Limited
(3) Joshua Bluett holds his shares through Archean Pty Ltd.
(4) Oberon Investments Limited holds its shares through Pershing
Nominees Ltd
(5) Sebastian Marr will receive 2,934,308 ordinary shares
on admission pursuant to his introducer fee confirmation letter.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
Bespoke Capital Solutions ("BCS") (wholly owned by Stephen
Lundy, who is an existing Attis shareholder and therefore,
pursuant to the Amalgamation, will hold 1,217,939 Ordinary
Shares in the Company at Admission) will receive 982,394 Ordinary
Shares at the Placing Price on Admission (equal to GBP27,900)
along with an equivalent number of warrants to subscribe for
Ordinary Shares at the Placing Price and Oberon Investments
Limited ("Oberon") (an existing shareholder in the Company)
will receive approximately GBP45,180 along with 1,590,808 warrants
to subscribe for Ordinary Shares at the Placing Price, such
amounts of Ordinary Shares and cash being equal to 6% of funds
introduced by BCS and Oberon under the Subscription.
Sebastian Marr (who is an existing shareholder in Attis and
who holds 2,850,877 Ordinary Shares in the Company) will be
issued with 2,934,308 Ordinary Shares at the Placing Price
on Admission (equal to GBP83,334) pursuant to an introduction
fee in relation to the Amalgamation with Attis.
Cambrian Limited, of which Neil Herbert is a beneficiary, will,
through an agreement with Orana Corporate LLP, the Company's
Corporate Adviser, receive 1,390,389 Ordinary Shares on Admission
at the Placing Price (equal to GBP39,487).
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 30 June;
(ii) Audited accounts on the Company to 30 June 2020;
(iii) 31 March 2021 (half-yearly accounts for the six-month
period ended 31 December 2020);
31 December 2021 (annual accounts for the year ended 30 June
2021); and
31 March 2022 (half-yearly accounts for the six-month period
ended 31 December 2021)
EXPECTED ADMISSION DATE:
4 December 2020
NAME AND ADDRESS OF NOMINATED ADVISER:
Beaumont Cornish Limited
Building 3,
Chiswick Park,
566 Chiswick High Road,
London W4 5YA
NAME AND ADDRESS OF BROKER:
Joint Brokers:
Peterhouse Capital Limited
80 Cheapside
London EC2V 6DZ
Pello Capital Limited
10 Lower Thames Street
Billingsgate
London EC3R 6AF
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
The AIM Admission Document, which contains full details of
the applicant and admission of its securities, is available
from the Company's business address Second Floor, 7-9 Swallow
Street, London, W1B 4DE during normal business hours on any
weekday (Saturdays and public holidays excepted) and shall
remain available for at least one month after Admission. An
electronic version of this Document can be downloaded from
the Company's website: www.helium-one.com
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
16 November 2020
NEW/ UPDATE:
NEW
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END
PAAEAKFDFSXEFFA
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November 16, 2020 03:00 ET (08:00 GMT)
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